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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CLIFFS DRILLING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-0248934
(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
1200 Smith Street, Suite 300
Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. | |
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. | |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, $0.01 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Common Stock, $0.01 par value
The capital stock of Cliffs Drilling Company (the "Company") to be
registered on the New York Stock Exchange, Inc. (the "Exchange"), is the
Company's common stock, $0.01 par value per share ("Common Stock"). Holders of
Common Stock are entitled to one vote for each share on all matters upon which
shareholders have the right to vote and, except as otherwise required by law or
provided in any resolution adopted by the Board of Directors of the Company (the
"Board") with respect to any series of preferred stock, the holder of such
shares exclusively possess all voting power. The Certificate of Incorporation of
the Company does not provide for cumulative voting for the election of
directors. No holder of Common Stock has any preemptive right to subscribe for
any securities of the Company of any kind or class. Subject to any preferential
rights of any outstanding series of preferred stock, the holders of Common Stock
are entitled to receive such dividends as the Board of Directors of the Company
may from time to time declare out of funds legally available therefor, and upon
liquidation of the Company, are entitled to receive pro rata all assets of the
Company available for distribution to such holders.
The Certificate of Incorporation and the Bylaws of the Company contain
several provisions that may make the acquisition of control of the Company by
means of a tender offer, open market purchases, proxy fight or otherwise more
difficult. These provisions are expected to discourage certain types of
transactions that may involve an actual or threatened change of control of the
Company and to encourage persons seeking to acquire control of the Company to
consult first with the Company's Board to negotiate the terms of any proposed
business combination or offer. Takeovers or changes in the Board that might be
proposed and effected without prior consultation and negotiation with the Board
or the Company's management would not necessarily be detrimental to the Company
and its shareholders. However, the Company nonetheless believes that the
benefits of increased protection of the Company's potential ability to negotiate
with the proponent of an unfriendly or unsolicited proposal to take over or
restructure the Company outweigh the disadvantages of discouraging such
proposal, because, among other things, negotiation of such proposals could
result in an improvement of their terms.
The Company's Certificate of Incorporation and Bylaws (i) provide that
the size of the Board will be fixed by resolution of the directors of the
Company, (ii) classify the Board into 3 classes, as nearly equal in number as
possible, each class to serve for 3 years, with one class elected each year,
(iii) provide that directors may be removed only for cause and only with the
approval of the holders of at least 80 percent of the combined voting power of
the outstanding shares of the Company capital stock entitled to vote generally
in the election of directors (the "Voting Stock"), (iv) provide that any vacancy
on the Board may be filled only by the remaining directors then in office,
though less than a quorum, (v) provide that no shareholder action may be taken
by written consent, (vi) provide that special meetings of the shareholders of
the Company may be called only pursuant to a resolution adopted by a majority of
the total number of directors that the Board would have if there were no
vacancies or by the Chairman of the Board, (vii) require advance notice of
business to be brought before, or nominations to be made
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at, a meeting of shareholders by a shareholder, (viii) authorize the Board to
issue one or more series of preferred stock and to determine with respect to any
such series the terms and rights thereof, and (ix) provide that certain
provisions of the Certificate of Incorporation and of the Bylaws may not be
amended or repealed or provisions inconsistent therewith adopted, without the
approval of the holders of at least 80% of the Voting Stock.
The foregoing is a summary of certain provisions in the Company's
Certificate of Incorporation and Bylaws, and is qualified in its entirely by
reference to the Certificate of Incorporation and Bylaws.
ITEM 2. EXHIBITS
All exhibits required by Instruction II to Item 2 will be supplied to the
New York Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CLIFFS DRILLING COMPANY
Dated: March 11, 1997 By: \S\ EDWARD A. GUTHRIE
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Edward A. Guthrie
Vice President - Finance
